August 18, 2025

Andrew Teno
President, Chief Executive Officer and Director
ICAHN ENTERPRISES L.P.
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160

       Re: ICAHN ENTERPRISES L.P.
           Registration Statement on Form S-3
           Filed August 4, 2025
           File No. 333-289228
Dear Andrew Teno:

       We have conducted a limited review of your registration statement and
have the
following comment.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3 filed August 4, 2025
General

1.     We note your disclosure on the cover page and page 21 of your sales
agreement
       prospectus that you have entered into Sales Agreements with Jefferies
under which
       you may issue and sell your depositary units from time to time through
Jefferies, as
       sales agent, having an aggregate offering amount of up to $412,611,563.
We also note
       your disclosure that in connection with the sale of depositary units on
your behalf,
       Jefferies may be deemed to be an    underwriter    within the meaning of
the Securities
       Act, and the compensation of Jefferies may be deemed to be underwriting
       commissions or discounts. In view of Jeffries' role in your offering of
depositary units
       as the sales agent, please tell us the basis for your conclusion that
the Jeffries may not
       be deemed an "underwriter" within the meaning of Section 2(a)(11) of the
Securities
       Act of 1933. Please refer to Question 111.01 of our Securities Act
Sections
 August 18, 2025
Page 2

       Compliance and Disclosure Interpretations, which are available on our
website. Please
       note that if you determine that Jeffries is a statutory underwriter then
you must
       identify Jeffries as such on your cover page and in your plan of
distribution. Please
       refer to Items 501(b)(8) and 508 of Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Irene Barberena-Meissner at 202-551-6548 or Daniel Morris
at 202-
551-3314 with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:   Louis Rambo, Esq.